JLL Confirms Patheon Offer and Responds to Recommendation and Actions of the Special Committee



    NEW YORK, April 1 /CNW/ -- JLL Partners, Inc. and its affiliate, JLL
Patheon Holdings, LLC (collectively, "JLL") today confirmed the previously
announced offer to purchase any and all of the issued and outstanding
Restricted Voting Shares of Patheon Inc. ("Patheon") for U.S. $2.00 cash per
Restricted Voting Share (the "Offer").  JLL continues to believe that its
Offer constitutes an outstanding liquidity opportunity for holders of a very
thinly traded stock at a significant premium to market and believes that
shareholders should have the opportunity to evaluate the Offer and decide for
themselves.
    

    
    JLL is committed to bringing this attractive offer to shareholders
despite the actions of Patheon's Special Committee (the "Special Committee"),
which  delivered its recommendation to shareholders in a directors' circular
dated March 25, 2009 (the "Directors' Circular") and filed a complaint with
the Ontario Securities Commission (the "OSC Complaint") on March 25, 2009
making certain allegations regarding the Offer that JLL believes are without
support.  Despite the Special Committee's actions, JLL believes that Patheon
shareholders should have the opportunity to tender their shares to the Offer
and urges them to do so prior to the expiration of the Offer.
    

    
    JLL is particularly disappointed with the unjustified allegations made in
the Directors' Circular and in the OSC Complaint and would like to point out
and clarify the following:
    

    --  All holders of Restricted Voting Shares are being offered identical
        consideration;

    --  The Offer is being made to all holders of Restricted Voting Shares;

    --  The Offer has been made in compliance with the applicable provisions
of
        JLL's Investor Agreement with Patheon; and

    --  Any suggestion that JLL's Offer for "any and all" shares is akin to a
        partial bid or that there is a minimum tender condition implied by the
        standstill provisions of the Investor Agreement is entirely without
        support.

    
    All Patheon shareholders, including Joaquin Viso and the other parties to
the Mova Agreement, are free to tender their Restricted Voting Shares to the
Offer.  In order to avoid any uncertainty regarding whether the Offer is made
to all holders of Restricted Voting Shares, the references in JLL's bid
circular to the Offer not being made to "any person acting jointly or in
concert with the Offeror within the meaning of the Canada Business
Corporations Act" are hereby removed from the Offer.  This language was not
intended to exclude or apply to any particular person and is unnecessary.
    

    
    JLL believes that the OSC Complaint is without merit and will be filing
its response with the OSC imminently.  JLL is working diligently towards an
expeditious and successful resolution of the matter so as not to affect the
current timing of the Offer.
    

    
    The Offer is currently open for tenders and will expire at 6:00 p.m.
(Toronto time) on April 16, 2009, unless extended.  JLL stands ready to
acquire any and all shares tendered to the Offer and urges Patheon
shareholders who wish to avail themselves of the liquidity opportunity
afforded by JLL's premium Offer to tender to the Offer prior to its
expiration.
    

    About JLL Partners

    
    JLL Partners, Inc. is a New York-based leading private equity investment
firm with approximately $4.0 billion of capital under management.  JLL's
investment philosophy is to partner with outstanding management teams and
invest with them in companies that they can continue to grow into market
leaders.  JLL has invested in a variety of industries, with special focus on
financial services, building products, and healthcare services and medical
products. More information on JLL can be found on the website
www.jllpartners.com.
    

    Additional Information

    
    The Offer is being made for the securities of a Canadian issuer. The
Offer is subject to disclosure requirements of Canada.  Shareholders should be
aware that these requirements are different from those of the United States.
Financial information included herein, if any, has been prepared in accordance
with Canadian generally accepted accounting principles and thus may not be
comparable to financial information reported by United States companies.
    

    
    This announcement is for informational purposes only and does not
constitute an offer to purchase or a solicitation of an offer to sell
Restricted Voting Shares of Patheon.  The Offer is being made pursuant to the
Offer to Purchase and Circular dated March 11, 2009, and other related offer
materials filed by JLL with the Canadian Securities Administrators.  These
materials, as they may be amended from time to time, contain important
information, including the terms and conditions of the Offer, that should be
read carefully before any decision is made with respect to the offer. 
Investors and holders of Restricted Voting Shares may obtain a free copy of
these materials and other documents filed by JLL with the Canadian Securities
Administrators at www.sedar.com or by directing a request to Laurel Hill
Advisory Group, the Information Agent for the offer, at toll-free in North
America 1-888-290-1555, or outside North America call collect (416) 637-4661,
or UBS Securities Canada Inc., the Dealer Manager for the offer, at (416)
350-2201.
    

    
    The enforcement by Shareholders of civil liabilities under United States
federal securities laws may be affected adversely by the fact that Patheon is
incorporated under the federal laws of Canada and that some or all of their
officers and directors are residents of Canada and that all or a substantial
portion of the assets of Patheon and of the above-mentioned persons may be
located outside the United States.
    

    
    Shareholders should be aware that JLL or its affiliates, directly or
indirectly, may, to the extent permitted under existing contractual
arrangements, bid for or make purchases of Restricted Voting Shares during the
period of the Offer, as permitted by applicable Canadian laws or provincial
laws or regulations.
    

    
    No assurance can be given that the proposed transaction described herein
will be consummated by JLL or that it will be completed on the terms proposed
or within any particular schedule.  Any information regarding Patheon
contained herein has been taken from, or is based upon, publicly available
information.  Although JLL does not have any information that would indicate
that any information contained herein is inaccurate or incomplete, JLL does
not undertake any responsibility for the accuracy or completeness of such
information.  JLL does not undertake, and specifically disclaims, any
obligation or responsibility to update or amend any of the information above
except as otherwise required by law.
    


    Forward-Looking Statements

    
    Certain statements made in this press release are forward-looking
statements that involve risks and uncertainties.  Often, but not always,
forward-looking statements can be identified by the use of words such as
"plans", "expects", "expected", "scheduled", "estimates", "intends",
"anticipates", or "believes", or variations of such words and phrases, or
state that certain actions, events or results "may", "could", "would", "might"
or "will" be taken, occur or be achieved.  These forward-looking statements
reflect JLL's best judgment based on current information, factors and
assumptions, and although it bases these statements on circumstances that it
believes to be reasonable when made, there can be no assurance that future
events will not affect the accuracy of such forward-looking information.  As
such, the forward-looking statements are not guarantees of future performance
or actions, and actual performance and actions may vary materially from the
actions and expectations discussed in this documentation. JLL disclaims any
intention or obligation to update or revise any forward looking information
whether as a result of new information, future events or otherwise, except as
required by applicable law.
    

    

    
    The Information Agent                     The Dealer Manager
     for the Offer is:                         for the Offer is:
    

    
    Laurel Hill Advisory Group                UBS Securities Canada Inc.
    366 Bay Street, Suite 200                 161 Bay Street
    Toronto, ON  M5H 4B2                      Suite 4100, P.O. Box 617
    Telephone Toll Free                       Toronto, ON  M5J 2S1
     (North America): 1-888-290-1555          Telephone: (416) 350-2201
    Telephone Collect
     (outside North America): (416) 637-4661


    




For further information:

For further information: Information Agent: Laurel Hill Advisory Group,
Toll Free (North America), +1-888-290-1555, or Collect (outside North
America), +1-416-637-4661; or Dealer Manager: UBS Securities Canada Inc.,
+1-416-350-2201 Web Site: http://www.jllpartners.com

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JLL PARTNERS, INC.

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